<Page>

                                                                  Exhibit 10.406

                               FIRST AMENDMENT TO
                             GROUND LEASE AGREEMENT

     THIS FIRST AMENDMENT TO GROUND LEASE AGREEMENT (the "First Amendment") is
made and entered into this 28th day of MAY, 2004 by and between International
Plaza Associates III, Ltd., a Florida limited partnership (hereinafter referred
to as the "Landlord") and IPSC Associates, L.L.C., a Florida limited liability
company (hereinafter referred to as the "Tenant").

                                    RECITALS

     A.   Landlord and Tenant are parties to that certain Ground Lease Agreement
(the "Ground Lease") dated January 31, 2002, whereby Landlord leases to Tenant
certain real property described therein and on Exhibit A attached hereto and by
this reference made a part hereof (hereinafter referred to as the "Property")
located at the southeast corner of the intersection of N.W. 107th Avenue and
N.W. 19th Street in Miami, Dade County, Florida.

     B.   Landlord and Tenant desire to amend the terms of the Ground Lease, all
as more particularly set forth herein.

     NOW THEREFORE, in consideration of the mutual covenants and benefits
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.   Section 9.01 of the Ground Lease is amended by deleting subsections
(i) and (ii) and inserting the following in its place:

          (i)     has a net worth equal to or greater than Three Million
                  ($3,000,000) Dollars which net worth shall be computed
                  including such Assignee's investment in the Premises;

          (ii)    owns, owned and/or developed at least One Hundred Thousand
                  (100,000) leasable square feet of retail space (including the
                  Premises);

     2.   Section 11.02 of the Ground Lease is amended by deleting subsection
(v) and replacing it with the following:

          (v)     bound by any amendment or modification of the Lease made
                  without the prior written consent of the then holder of the
                  Landlord's Lien, if any;

     3.   Section 12.02(A)(ii) of the Ground Lease is amended by inserting the
words "Subject to the limitation set forth in Section 15.23 hereof," at the
beginning thereof.

<Page>

     4.   Section 14.02 of the Ground Lease is amended by including within the
definition of the term "Lienholder" the following:

          "Investment banker and conduit lender".

     5.   Section 15.20 of the Ground Lease is hereby deleted.

     6.   Article XIX of the Ground Lease is hereby amended by deleting the
fifth sentence thereof and inserting the following in its place:

          "In the event the Tenant shall not have exercised the right granted to
          it hereunder in the manner and within the time period provided for
          herein, the Landlord shall be free to accept the Offer and to sell the
          Property or the portion thereof that is subject to the Offer (subject
          in all respects to the rights of Tenant under and pursuant to the
          terms of this Ground Lease), pursuant to the terms and conditions
          contained in the Offer and, except with respect to the leasehold
          interest of Tenant pursuant to this Ground Lease, the Tenant shall
          have no interest or rights with respect to the Property or the portion
          thereof that is subject to the Offer."

                          (SIGNATURE ON FOLLOWING PAGE)

                                        2
<Page>

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Ground Lease and
affixed their seals the day and year first written above.

WITNESSES:                  LANDLORD:

                            INTERNATIONAL PLACE ASSOCIATES, III,
                            LTD., a Florida limited partnership

                            By:   International Place Development II, Ltd.,
                                  a Florida limited partnership, its sole
                                  general partner

                                  By:   International Place Development II,
                                        Inc., a Florida corporation, its sole
                                        general partner

                                        By: /s/ Edward W. Easton
                                            --------------------
/s/ [ILLEGIBLE]                         Name:  Edward W. Easton
---------------------                         ------------------
/s/ [ILLEGIBLE]                         Title: President
---------------------                         ------------------

                            TENANT:

                            IPSC ASSOCIATES, L.L.C., a Florida limited
                            liability company

                            By:   IPSC Associates, Ltd., a Florida limited
                                  partnership, Manager

                                  By:   Newcaster Devcorp, Inc., a Florida
                                        corporation, its general partner

/s/ [ILLEGIBLE]                         By: /s/ W. Douglas Pitts
---------------------                       --------------------
                                        Name:   W. Douglas Pitts
                                              ------------------
/s/ [ILLEGIBLE]                         Title:    PRESIDENT
---------------------                         ------------------

                                        3
<Page>

                                    EXHIBIT A
                               LEGAL DESCRIPTION

All of Lot 1 and the West 130.74 feet of Lot 2, of Block 5, of INTERNATIONAL
CORPORATE PARK SECTION 3, according to the Plat thereof, as recorded in Plat
Book 149, at Page 93, of the Public Records of Miami-Dade County, Florida.


Tax Folio Numbers:
30-3032-022-0050
30-3032-022-0060

                                        5
<Page>

                             GROUND LEASE AGREEMENT

     THIS GROUND LEASE AGREEMENT (THE "GROUND LEASE") made and entered into this
31st day of January, 2002, by and between INTERNATIONAL PLACE ASSOCIATES III,
LTD., a Florida limited partnership, having an address at 10165 N.W. 19th
Street, Miami, Florida 33172 (hereinafter referred to as the "Landlord"), and
IPSC ASSOCIATES, L.L.C., a Florida limited liability company, having an address
at 701 Brickell Avenue, Suite 1400, Miami, Florida 33131-2822 (hereinafter
referred to as the "Tenant").

                                    RECITALS:

     A.   The Landlord is the owner of the real property described on Exhibit
"A" attached hereto and by this reference made a part hereof (hereinafter
referred to as the "Property"), located at the southeast corner of the
intersection of N.W. 107th Avenue and N.W. 19th Street in Miami, Miami-Dade
County, Florida, together with any and all improvements located thereon, and all
appurtenances, easements and privileges thereto belonging; and

     B.   The Tenant desires to lease from the Landlord all of the Property,
together with any and all improvements now or hereafter located on the Property
and all appurtenances easements and privileges thereto belonging (hereinafter
referred to as either the "Premises" and/or the "Property"); and

     C.   The Landlord agrees to lease the Premises to the Tenant and the Tenant
agrees to take the Premises from the Landlord upon the terms, covenants and
conditions as provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants and benefits
contained herein and other good and valuable consideration, the parties agree as
follows:

                                    ARTICLE I
                    PREMISES AND DUE DILIGENCE REQUIREMENTS

     1.01 PREMISES. The Landlord leases, lets and demises the Property to the
Tenant and the Tenant takes, hires and leases the Property from the Landlord,
upon the terms, covenants and conditions hereinafter set forth.

     1.02 TITLE INSURANCE COMMITMENT. Within thirty (30) days after this Ground
Lease is signed by the Tenant and Landlord, the Landlord will provide to Tenant
a boundary survey (certified to Landlord and Tenant) and preliminary leasehold
title insurance commitment for an insured amount of Four Million ($4,000,000.00)
Dollars insuring legal access and fee simple title to the Property, and subject
to this Ground Lease and the Approved Title Exceptions described in Exhibit "B"
attached and incorporated as a part hereof. If the survey shows that the
Property is subject to any encumbrance, encroachment or projection, not
disclosed in the Approved Title Exceptions, the Tenant may treat such fact or
matter as a title defect.

     1.03 TITLE OBJECTIONS. The Tenant will have fifteen (15) days after receipt
of the survey and commitment within which to provide to Landlord a letter
setting forth all the Tenant's objections, other than the Approved Title
Exceptions, to the leasehold title insurance commitment. Landlord has thirty
(30) days after receipt of such letter to correct the defect(s) in access, or
title, or both, objected to by the Tenant. If the Landlord is unwilling or
unable to correct such defect(s), in its sole discretion, within such thirty
(30) day period, the Tenant will have the option for ten (10) days thereafter to
give Landlord written notice that (i) Tenant waives such defect(s) for all
purposes of this Ground Lease, and without reduction of the rent; or (ii) Tenant
terminates this Ground Lease, without any claim for damages. If Tenant does not
give Landlord written notice within that ten (10) days, Tenant waives such
defect(s), for all purposes of this Ground Lease, and without a reduction of the
rent.

<Page>

     1.04 INSPECTION PERIOD. The Tenant, its engineers, surveyors, agents and
representatives, shall have until one hundred twenty (120) days (the "Inspection
Period") after the execution of this Ground Lease by the Landlord and the Tenant
to inspect the physical condition of the Property and the improvements thereon,
including the right to make such soil tests and other investigations as the
Tenant deems necessary and appropriate, and any other facts, circumstances or
matters which the Tenant deems relevant to its proposed lease and use of the
Property. The Landlord agrees to cooperate with the Tenant in making available
to the Tenant all such documents, water and sewer plans, prior surveys, prior
title insurance policy, engineering studies and reports, soil reports, maps,
plats, and other documents and materials which the Tenant reasonably requests,
or which are reasonably necessary in order to satisfy any of the Tenant's
reasonable requests that are in the possession or control of the Landlord. If
the Tenant does not terminate this Ground Lease on or before expiration of the
Inspection Period, then the Property shall be conclusively deemed approved by
the Tenant and this Ground Lease will be deemed to be in full force and effect.
The Tenant will indemnify, protect and hold harmless the Landlord from and
against any and all claims, demands, losses, costs, damages, expenses or
liabilities (including, but not limited to, personal injury or property damage
claims, construction or other liens) including reasonable attorney's fees caused
by or occurring in connection with the Tenant's entry upon the Property and/or
physical inspection of the Property. If the Tenant or anyone acting under its
instructions makes any tests on the Property, the Tenant shall, insofar as is
practicable, return the Property to its former condition after said tests are
completed so as not to create any unnecessary hazards for persons passing over
the Property. If the Tenant elects to terminate this Agreement, then it shall
deliver to the Landlord copies of all inspection reports and studies obtained by
the Tenant pertaining to the Property.

     1.05 "DUE DILIGENCE MATERIAL". On or before five (5) days after the date of
the Ground Lease, the Landlord shall make available to the Tenant for inspection
and reproduction any and all documents, instruments, data and information
requested by the Tenant that would be relevant and pertinent to the Tenant's
lease of the Property as long as such documents and instruments are in the
Landlord's possession, under the Landlord's control, have been prepared at the
Landlord's request or direction or are available to the Landlord including but
not limited to copies of contracts, invoices and the likes relative to any costs
incurred by the Landlord to directly develop and improve the Property.

     1.06 LANDLORD REIMBURSEMENT. On or before fifteen (15) days after the date
of the Ground Lease, the Landlord and Tenant shall agree upon the pre-paid costs
for improvements and land planning, engineering and architectural design
services that can be used by Tenant for its intended use of the Property. When
the Tenant commences vertical construction (i.e., any portion of a building
constructed above the slab for that building) of the first building on the
Property, the Tenant will reimburse the Landlord for said costs.

     1.07 EXISTING CONTRACTS AND AGREEMENTS. If the Tenant has not terminated
this Ground Lease pursuant to Section 1.04 hereof, then, at the expiration of
the Inspection Period, the Tenant will assume all of the contracts and
agreements set forth on Exhibit "C" attached hereto and by this reference made a
part hereof and any costs related thereto shall be prorated as of the
commencement date of the Lease.

     1.08 EXISTING SUBTENANT LEASES AND LETTER(s) OF INTENT. On or before five
(5) days after the date of the Ground Lease, the Landlord will deliver to the
Tenant copies of any and all pending leases and/or letters of intent relative to
leasing spaces to subtenants. The Tenant through its leasing agent, Courtelis
Company, shall be responsible to negotiable and finalize said letters of intent
or leases, as well as any leasing inquires or letters of intent received by the
Landlord after the date of this Ground Lease.

                                   ARTICLE II
                                  TERM AND RENT

     2.01 TERM. The initial term of this Ground Lease shall commence on the date
hereof and end on June 30, 2066, unless sooner terminated as hereinafter
provided (hereinafter referred to as the "Term").

                                      - 2 -

<Page>

     2.02 RENT. The Tenant covenants and agrees to pay the Landlord the net
minimum rent (hereinafter referred to as the "Net Minimum Rent") for the
Premises and the additional rent as (hereinafter referred to as the "Additional
Rent") hereinafter set forth. (Net Minimum Rent and Additional Rent may
hereinafter be collectively referred to as the "Rents" or "rents".) Minimum Rent
shall be payable as follows, to wit:

          A.   Commencing on the day after the expiration of the Inspection
Period (hereinafter referred to as the "Rental Commencement Date"), the Tenant
agrees to pay to the Landlord during the Term of this Ground Lease, in advance,
without notice and without deduction or offset whatsoever, in monthly
installments, on the first day of each calendar month, the annual Net Minimum
Rent set forth on Exhibit "D" attached hereto and by this reference made a part
hereof.

     2.03 NET LEASE. It is the purpose and intent of the Landlord and the Tenant
that the Net Minimum Rent shall be "net" to the Landlord, so that this Ground
Lease shall yield, net, to the Landlord, the rent specified in Article II hereof
in each year during the term of this Ground Lease. Further, all costs, taxes,
assessments and charges of every kind and nature relating to the Premises which
may arise or become due during or out of the Term of this Ground Lease, shall be
paid by the Tenant, and the Landlord shall be indemnified and saved harmless by
the Tenant from and against the same.

     2.04 PAYMENT OF RENT. All Rent shall be paid to the Landlord without notice
or demand and without abatement, deduction or set-off, except as otherwise
provided in this Ground Lease. The Tenant will pay when due all Rent and other
charges and render all statements herein prescribed at the office of the
Landlord, 10165 N.W. 19th Street, Miami, Florida, or to such other persons or
corporation, and at such other place as shall be designated by the Landlord in
writing at least ten (10) days prior to the next ensuing rental payment date.

     2.05 LEASE YEAR. The term "Lease Year" as used throughout this Ground Lease
shall mean:

          A.   for the first Lease Year, that period commencing with the Rental
Commencement Date, and ending on the last day of the 12th full calendar month
following the Rental Commencement Date; and

          B.   for each succeeding Lease Year, that period commencing with the
first day of the calendar month after termination of the preceding Lease Year,
and ending on the last day of the 12th month thereafter.

     2.06 ADDITIONAL RENT.

          The Tenant will pay, without deduction or offset whatsoever, as
Additional Rent any and (except as may be otherwise expressly provided in this
Ground Lease) all sums, costs, expenses, and other payments which the Tenant in
any of the provisions of this Ground Lease assumes or agrees to pay. In the
event of any non-payment thereof, the Landlord shall have (in addition to all
other rights and remedies) all the rights and remedies provided for herein or by
law in the case of non-payment of the Net Minimum Rent.

                                   ARTICLE III
                                LANDLORD'S TITLE

     3.01 FEE SIMPLE TITLE. The Landlord covenants that the Landlord is the
holder of fee simple title to the Property and that Landlord has full right and
authority to enter into this Ground Lease.

     3.02 MORTGAGES. Landlord covenants that there shall be no mortgage, deed of
trust or other lien or encumbrance (hereinafter, a "Landlord's Lien") on the
Property placed or entered into by Landlord prior in time or priority to this
Ground Lease, as same may be amended prior to the date of such a Landlord's
Lien, or prior in time or priority to the recorded Memorandum of this Ground
Lease, as the same may be amended prior to the date of such a Landlord's Lien.
However, Landlord may encumber Landlord's fee interest (but not Tenant's
leasehold interest) in the Premises with one

                                      - 3 -

<Page>

or more Landlord's Liens. In the event of a foreclosure or other forfeiture of
Landlord's interest in the Premises to any party claiming under any such
Landlord's Lien, the entity acquiring fee title to the Premises by virtue of
such foreclosure or deed in lieu thereof shall acquire all of Landlord's rights
and authorities granted or reserved unto Landlord by the terms of this Ground
Lease, as amended, subject to the Tenant's leasehold interest in the Premises
under this Ground Lease.

     3.03 BREACH. The parties agree that any breach of the provisions of this
Article III shall be deemed material and that, in such event, the Tenant may
terminate this Ground Lease in accordance with Section 12.03 hereof.

                                   ARTICLE IV
                              TAXES AND ASSESSMENTS

     4.01 PAYMENT OF TAXES AND ASSESSMENTS. Commencing on the Rental
Commencement Date, the Tenant shall pay promptly and before they become
delinquent all real estate and personal property taxes, as well as all water
charges, sewer charges, assessments, special assessments, and other governmental
and quasi-governmental levies which are levied or assessed upon the Premises
during the Term, including any tax imposed in lieu of existing ad valorem taxes.
The taxes and other impositions hereinabove mentioned shall be paid not later
than fifteen (15) days before the date on which such taxes become delinquent and
the Tenant shall provide the Landlord with paid receipts for all such taxes and
assessments within ten (10) days after the payment of same by the Tenant.

     4.02 TAXES EXCEPTED. Nothing herein contained shall require the Tenant to
pay municipal, state or federal income taxes assessed against the Landlord, or
corporation franchise taxes imposed upon any corporate owner of the fee of the
Premises; provided, however, that if at any time during the term of this Ground
Lease the methods of taxation prevailing at the commencement of the term hereof
shall be altered to that in lieu of or as a substitute for the whole or any part
of the taxes, assessments, levies, impositions or charges now levied, assessed
and imposed: (i) a tax, assessment, levy, imposition or charge wholly or
partially as a capital levy or otherwise on rents received therefrom; or (ii) a
tax, assessment, levy (including but not limited to any municipal, state or
federal levy), imposition or charge measured by or based in whole or in part
upon the Premises and imposed upon the Landlord; or (iii) a license fee measured
by rent payable by the Tenant under this Ground Lease, then all such taxes,
assessments, levies, impositions or charges or the part thereof so measured or
based, shall be deemed to be included as part of the obligations assumed by or
agreed to be paid by the Tenant under the terms of this Ground Lease, and the
Tenant shall pay and discharge the same as herein provided in respect of the
payment of same.

     4.03 TAX CERTIFICATE. The certificate, advice or bill of the appropriate
official designated by law to make or issue the same or to receive payment of
any tax or non-payment of such tax shall be prima facie evidence that such tax
is due and unpaid at the time of the making or issuance of such certificate,
advice or bill.

     4.04 SALES TAX. The tenant shall pay to the Landlord with the Tenant's
monthly lease payments any and all sales or use taxes applicable to Rents or
other sums to be paid by the Tenant under this Ground Lease only to the extent
that sales tax owed by Tenant to Landlord exceeds sales tax received by the
Tenant from its subtenants as set forth in Florida Administration Code
Subsection 12A-1.070(5)

     4.05 RIGHT TO CONTEST REAL ESTATE TAXES. The Tenant shall have the right to
contest the real estate taxes assessed against the Premises either in its own
name or in the name of the Landlord, in either case, however, with the
Landlord's full cooperation, and at no cost to the Landlord provided that such
contest would not subject the Tenant or the Landlord to criminal liability and
the Tenant (a) prosecutes the contest with due diligence and in good faith; (b)
agrees to indemnify, defend and hold harmless Landlord and the Property from any
charge, liability or expense whatsoever; and (c) provides the Landlord or such
governmental body as may require the same, with adequate security in the form of
a bond or otherwise to adequately protect the Landlord and the Landlord's
interest in the Property. The Landlord shall promptly provide the Tenant with
governmental notices of assessment (or reassessment) relating to the Premises
upon the Landlord's receipt thereof. The term "contest" as used in this section
shall mean any contest, appeal, abatement or other proceeding prescribed by
applicable law to obtain a tax reduction or tax refund.

                                      - 4 -

<Page>

     4.06 PRORATION OF TAXES. During the first and last years of the Term, all
such taxes and assessments which shall become payable during each of the
calendar or fiscal, tax or assessment years, as applicable, shall be ratably
adjusted on a per diem basis between the Landlord and the Tenant in accordance
with the respective portions of such calendar, fiscal, tax or assessment year.

                                    ARTICLE V
                                USE OF PREMISES

     5.01 USE. During the term of this Ground Lease, the Tenant may use the
Premises for any lawful purpose and may change the use from time to time. The
Tenant shall in the conduct of its business comply with the requirements of all
public laws, ordinances and regulations from time to time applicable to the
business conducted upon the Premises.

     5.02 COMPLIANCE WITH LAWS. During the Term of this Ground Lease, the
Tenant, as its sole expense and cost, and in connection with the Tenant's use
and occupancy of the Premises, shall at all times comply with all present and
future laws, ordinances, orders, rules environmental and other regulations and
requirements of all federal, state and municipal governments, courts,
departments, commissions, development districts, boards and officers, any
national or local Board of Fire Underwriters, or any other body exercising
functions similar to those of any of the foregoing, which may be applicable to
the Premises, and the sidewalks and curbs adjoining the Premises, or to the use
or manner of use, tenants or occupants of the Premises, whether or not such law,
ordinance, order, rule, regulation or requirement shall necessitate structural
changes or improvements, or the removal of any encroachments or projections,
ornamental, structural or otherwise, onto or over the streets adjacent to the
Premises, or onto or over other property contiguous or adjacent thereto. At the
expiration of the Term hereof and subject to governmental regulations and
requirements then in effect, the Tenant, at its sole cost and expense, will
deliver to the Landlord a phase 1 environmental site assessment report indicting
that the Property has not been and is not being used by the Tenant or its
subtenants for the improper or illegal handling, storage, transportation or
disposal of hazardous or toxic materials. The Tenant shall pay all environmental
costs related to hazardous substances on the Premises established to have been
caused directly by the use of the Premises by the Tenant or its subtenants. The
Tenant shall indemnify, defend and hold harmless, the Landlord from and against
any and all claims, actions, damages, penalties, fines, liabilities and
expenses, including reasonable attorneys' fees, which might directly or
indirectly in whole or in part be caused by, arise out of, or be related to
hazardous substances established to have been caused directly by the use of the
Premises by the Tenant or it subtenants. The provisions of this Section 5.02
shall survive the expiration or earlier termination of the Lease.

     5.03 REZONING. The Landlord agrees that upon request of the Tenant, it will
join in applications, contests, claims, suits and appeals from time to time with
respect to zoning, rezoning, building permits, certificates of occupancy, and
all other licenses and permits required for the construction, ownership or
operation of any improvements on the Property and/or the Premises, where the
signature of the Landlord or the owner is required by applicable law; provided,
however, that the Tenant shall be solely responsible for prosecuting such
applications, contests, claims, suits and appeals and obtaining any zoning,
rezoning, building permits, certificates of occupancy, and all other licenses
sought thereunder, any such rezoning shall not reduce the current zoning of the
Property, and the foregoing shall be at the Tenant's sole cost and expense, and
as a condition of any such joinder, the Landlord may require reasonable
indemnity against costs or other damages by reason of such joinder.

     5.04 PLATS. The Landlord agrees that it will join in any plats or replats
of the Property, provided that the Landlord incurs no liability by reason of
such joinder in plats or replats and the request is reasonable and customary in
retail development. The Landlord further agrees that the Landlord will join with
the Tenant in the execution and delivery of any easements or dedications for
roadway or utility purposes as may be required by the Tenant in connection with
its use and development of the Property so long as such request is reasonable
and customary in retail development and the Landlord incurs no personal
liability by reason of such joinder. Such joinder in plats, replats or easements
or dedications will be done by the Landlord promptly upon request by the Tenant.

                                      - 5 -
<Page>

     5.05 UTILITY AGREEMENTS. It is understood that the use by the Tenant of the
Premises may require that the parties enter into contracts or agreements with
local, county, state or other governmental agencies or bodies or with public
utilities with reference to storm sewer, sanitary sewer, gas, water, electric,
telephone or other utility lines or connections, stormwater management or
easement agreements. The Landlord agrees to execute such written contracts,
agreements, easement agreements and consents as are reasonably required for the
Tenant's use of the Premises.

                                   ARTICLE VI
                                  IMPROVEMENTS

     6.01 CONSTRUCTION. This Ground Lease is made with the understanding and
agreement that the Tenant is not obligated to construct any buildings or
improvements on the Property or the Premises; but, if the Tenant desires to
construct a building or buildings on the Property or the Premises, or any
portion thereof, such buildings and/or improvements will be constructed and used
in compliance with applicable zoning ordinances and governmental regulations.

     6.02 OWNERSHIP OF IMPROVEMENTS. Any improvements constructed on the
Premises by the Tenant or a subtenant of the Tenant shall be and at all times
remain the property of the Tenant or such subtenant until the expiration or
earlier termination of this Ground Lease. Upon expiration or earlier
termination of this Ground Lease, the Tenant shall surrender to the Landlord
the Premises, and all buildings and other improvements then located thereon,
all of which shall thereupon become the sole and absolute property of the
Landlord. Upon expiration or earlier termination of this Ground Lease or any
sublease, neither the Tenant nor any subtenant shall have the right or the
obligation to remove or change such improvements; provided, however, that
upon termination of this Ground Lease, the Tenant or any subtenant may remove
all furniture, furnishings, movable fixtures and equipment owned by the
Tenant or any subtenant of the Tenant (which shall include the Tenant's or
subtenant's equipment associated with the Tenant's operations). Any such
removal shall be accompanied in a good and workmanlike manner so as not to
damage the Premises or the improvements located thereon, and the Tenant shall
promptly repair any and all damage resulting from such removal. Any personal
property of the Tenant or any subtenant which shall remain in any buildings
on the Property after the termination of this Ground Lease or any sublease
may, at the option of the Landlord, be deemed to have been abandoned by the
Tenant or any such subtenant and either may be retained by the Landlord as
its property or be disposed of without accountability in such manner as the
Landlord may deem fit. The Landlord shall not be responsible for any loss or
damage occurring to any property owned by the Tenant or any subtenant.

     6.03 REPAIR. Subject to the provisions of this Ground Lease setting forth
the rights of the Tenant with respect to condemnation or damage by casualty, the
Tenant shall, at its expense, maintain, or cause to be maintained, any buildings
and any improvements that may now or hereafter be placed on the Property and/or
Premises in a good condition and repair, normal wear and tear expected. The
Tenant shall make any and all additions to and all alterations and repairs, in,
on and about the Premises which may be required by, and shall otherwise observe
and comply with, all public laws, ordinances and regulations from time to time
applicable to the Property and any buildings and improvements built thereon. Any
and all such additions, alterations and repairs shall be done in a good and
workmanlike manner. During the Term, the Tenant shall have the right to make
such changes, alterations or additions to the exterior or the interior of any
improvements built on the Property and/or construct substitutions and
replacements for the same as the Tenant deems necessary or desirable. The Tenant
shall also have the right to demolish buildings and improvements on the Property
when the Tenant takes possession of the Property. Although it is the Tenant's
duty, under the terms hereof, to keep and maintain any buildings and
improvements on the Property or the Premises in good repair, this shall not be
construed as prohibiting the Tenant from tearing down and destroying any
buildings on the Property or the Premises or any substantial part thereof, or
causing any item of major repair and construction to be made.

     6.04 NO TERMINATION OF GROUND LEASE. No destruction or damage to the
Premises or any part thereof by fire or any other casualty shall terminate or
permit the Tenant to surrender this Ground Lease or shall relieve the Tenant
from its liability to pay the full Rent and other charges payable under this
Ground Lease.

                                      - 6 -
<Page>

     6.05 BUILDER'S RISK INSURANCE. From the inception of any construction work
which the Tenant may effect on the Premises and as often as the Tenant may
construct a building or make a substantial alteration in a building, the Tenant
will cause builders' risk insurance policies to be written in an amount at all
times equal to full replacement value of the buildings and improvements being
constructed.

     6.06 MAINTENANCE. The Tenant shall maintain any buildings and improvements
built on the Property in good repair, clean conditions and in a manner
comparable to other similar shopping centers in the Miami-Dade County area.

                                   ARTICLE VII
                          INDEMNIFICATION AND INSURANCE

     7.01 INDEMNIFICATION OF THE LANDLORD. Except for the Landlord's negligent
acts or omissions, the Tenant shall indemnify, protect and hold the Landlord
harmless from any and all loss, claim, damage, liability or expense, including
but not limited to reasonable attorney's fees and court costs, including
appellate and post judgment proceedings incurred by the Landlord, by reason of
damage or injury to persons or property caused by or resulting from the use or
occupancy of the Premises incurred by the Landlord as a result of a judgment
issued by a court of competent jurisdiction after the expiration of all
applicable appeal periods, a governmental citation or settlement of any claim
against the Landlord, provided the Tenant consents to such settlement, which
consent will not be unreasonably withheld or delayed. At the request of the
Landlord, the Tenant will, at its cost, defend the Landlord in any such claim or
action, with counsel reasonably acceptable to the Landlord. The Landlord
acknowledges that the defense of claims covered by liability insurance will be
handled and defended in accordance with the policies of the insurance carriers.
The Landlord shall deliver to the Tenant the original or a true copy of each
summons or other process, pleading or notice issued in any suit or other
proceeding to assert or enforce any such claims, promptly after the Landlord is
served with the same. The Tenant shall have the right to defend, at its sole
cost and expense, any such suit with attorneys of the Tenant's own selection,
provided that same are approved by the Landlord, which approval will not be
unreasonably withheld.

     7.02 INSURANCE. The Tenant shall at all times during the Term maintain: (i)
comprehensive public liability and property damage insurance, issued by a
company or companies of sound financial responsibility, qualified to do business
in the State of Florida, and insuring the Landlord and the Tenant and their
respective mortgagees, if any, against loss or liability for personal injury,
death or property damage, with minimum liability limits in the amount of Two
Million ($2,000,000.00) Dollars based on year 2002 dollars for personal injury
or death of any one person, Five Million ($5,000,000.00) Dollars based on year
2002 dollars for two or more persons in any one occurrence and Two Million
($2,000,000.00) Dollars based on year 2002 dollars for damaged property
resulting from any one occurrence; (ii) insurance on the buildings and
improvements against loss or damage by fire or other casualty including all risk
fire and extended coverage, vandalism and malicious mischief insurance, in an
amount equal to the full replacement cost thereof; and (iii) excess liability
insurance issued by a company or companies of sound financial responsibility,
qualified to do business in the State of Florida, having a Best rating of
"A+11", insuring the Landlord and the Tenant, and their respective mortgagees,
if any, with minimum liability limits in the amount of Two Million
($2,000,000.00) Dollars based on year 2002 dollars. The Tenant shall furnish
evidence of such insurance by delivering to the Landlord a certificate and a
copy of the policy from the underwriter or underwriters, which certificate shall
provided that the Landlord is an additional insured and will be notified at
least thirty (30) calendar days prior to cancellation of or material alteration
in such policies.

     7.03 POLICIES. The Tenant may maintain such insurance under a blanket
policy covering the Premises and other premises and properties of the Tenant and
affiliated business ventures. The Tenant shall cause to be furnished to the
Landlord a certificate evidencing the insurance maintained by the Tenant as
required by this Ground Lease, or satisfactory evidence that such insurance is
in effect. The insurance company writing said insurance shall be reasonably
acceptable to the Landlord and shall at all times have a Best rating of "A+11".
Every such insurance policy or policies shall contain an agreement by the
insurer that it will not cancel such policy except upon thirty (30) days' prior
written notice to the Landlord. If the Tenant fails to procure such insurance or
keep the same in full force and effect as aforesaid, same shall constitute a
default hereunder.

                                      - 7 -
<Page>

     7.04 WAIVER. Landlord and Tenant each hereby waives any and all rights of
recovery against the other or against any other tenant or occupant of the
Property or against the officers, employees, agents, representatives, customers
and business visitors of such other party or of such other tenant or occupant of
the Property, for loss of or damage to such waiving party or its property or the
property of others under its control, arising from any cause insured against
under the standard form of fire insurance policy with all permissible extension
endorsements covering additional perils or under any other policy of insurance
carried by such waiving party in lieu thereof.

                                  ARTICLE VIII
                                  CONDEMNATION

     8.01 TAKING OF PREMISES.

          A.   If, by or through condemnation proceedings, (i.e., a taking under
the power of eminent domain or a sale under a threat of condemnation), more than
fifteen (15%) percent of the Property or any buildings built thereon is
permanently taken or access to and from the Property from and to either N.W.
107th Avenue or N.W. 19th Street is taken or ten (10%) percent or more of the
parking area of the Property is taken or if any portion of the common area of
the Property is taken which materially and substantially impairs access to the
Property, then the Tenant shall have the right to terminate this Ground Lease
upon giving the Landlord written notice thereof within thirty (30) days from the
entry of an appropriate order of taking in such condemnation proceeding.

          B.   If a portion of the Property or any buildings built thereon is
taken under circumstances that do not give the Tenant the option to terminate as
set forth above or, having such option to terminate, the Tenant elects not to
terminate, the Rent payable hereunder shall be reduced annually by an amount
equal to nine (9%) percent of the amount received by the Landlord (or its
mortgage holder) as a result of such condemnation proceeding.

          C.   If a portion of the Premises is taken under circumstances that do
not give the Tenant the option to terminate as set forth above, the Tenant shall
make repairs to the buildings and improvements on the Property to the extent
necessary to restore the same to a complete architectural unit (to the extent
permitted, however, taking into consideration the amount of land remaining after
any such taking or purchase).

          D.   If a portion of the Property of sufficient size and type to
confer upon the Tenant the right to terminate this Ground Lease be so taken in
such proceedings, and if the remaining Property can be substantially restored so
that the Tenant in its opinion can conduct the business it is then operating
upon said Property on a reasonably profitable basis, this Ground Lease shall not
terminate, but shall continue with a reduction in the rental equal to nine (9%)
percent of the amount received by the Landlord (or its mortgage holder) as a
result of such condemnation proceeding.

     8.02 AWARD. In the event of any taking, whether whole or partial, the
Landlord and the Tenant shall be entitled to receive and retain such separate
awards and portions of lump sum awards as may be allocated to their respective
interests in any condemnation proceedings, or as may be otherwise agreed, taking
into consideration the fact that the Tenant is the owner of the buildings and
improvements built on the Property for the Term and in either event the Landlord
was the intended recipient of the Rent, without reduction, for the Term, without
reduction, and the unencumbered fee simple interest thereafter. Tenant shall be
entitled to any and all awards or payments made in the condemnation proceedings
with respect to any damage to: (i) the Tenants's leasehold estate; (ii) any
improvements located by the Tenant on the Property together with all additions,
alterations and improvements thereto; (iii) the Tenant's trade fixtures and
equipment; and (iv) the Tenant's loss of business.

     8.03 SALE UNDER THREAT. A sale by the Landlord to any authority having the
power of eminent domain, either under threat of condemnation or while
condemnation proceedings are pending, shall be deemed a taking under the power
of eminent domain for all purposes under this section.

                                      - 8 -
<Page>

                                   ARTICLE IX
                           ASSIGNMENTS AND SUBLETTING

     9.01 ASSIGNMENT. The Tenant shall have the absolute right, without the
required consent of the Landlord, to sublet the whole or any part of the
Premises at any time during the term of this Ground Lease to such person or
persons and upon such terms and conditions as the Tenant shall, in its absolute
discretion, deem fit and proper, provided, however, that the Tenant shall remain
primarily liable under this Ground Lease notwithstanding any such subleasing.
The Tenant shall have the absolute right, without the prior consent of the
Landlord, to assign this Ground Lease in whole or in part, provided, however,
that the Tenant shall remain primarily liable under this Ground Lease
notwithstanding any such assignment unless such assignee: (i) has a net worth
equal to or greater than Three Million ($3,000,000.00) Dollars; (ii) owns,
owned, and/or developed at lease One Hundred Thousand (100,000) leasable square
feet of retail space; and (iii) assumes and agrees in writing to perform and
observe all of the obligations to be performed and observed by the Tenant and to
be bound by all other provisions of this Ground Lease, in which event the Tenant
shall be relieved of all liability hereunder. All subsequent assignments of this
Ground Lease shall likewise be subject to the terms and conditions of this
Article.

     9.02 SUBTENANT RIGHTS. The Landlord shall, from time to time, upon the
request of the Tenant, enter into agreements with the Tenant and the subtenants
providing that in the event of termination of this Ground Lease the possession
of any such subtenant will not be disturbed so long as the subtenant is not in
default under its sublease with the Tenant, and the subtenant has not prepaid
any rent, if the subtenant agrees that upon request of the Landlord following a
termination of this Ground Lease, to attorn to the Landlord, to execute and
deliver such instruments as the Landlord shall reasonably request to confirm
such attornment, and such subtenant agrees in writing to be bound by the
provisions of Section 3.02.

                                    ARTICLE X
                              LIENS OR ENCUMBRANCES

     10.01 LIENS; ENCUMBRANCES.

           A.     The Tenant shall not encumber the Landlord's fee simple
interest in the Premises with mortgages or otherwise, including liens for
improvements made by the Tenant. Any consents the Landlord gives to the Tenant
to allow the Tenant to construct building improvements on the Premises or to
make any alterations or additions thereto shall not be deemed improvements
required by an agreement between the Landlord and the Tenant, within the meaning
of the Florida Construction Lien Law. All contractors, subcontractors,
mechanics, laborers, materialmen and others who perform any work, labor or
services, or furnish any materials or otherwise participate in any improvements
to the Premises, and who are not acting pursuant to a direct contract with the
Landlord, are hereby given notice that the Tenant is not authorized to subject
the Landlord's interest in the Premises to any claim for construction, laborers,
materialmen's liens, or other liens, and all persons dealing directly or
indirectly with the Tenant may not look to the Premises as security for payment.
Pursuant to FLORIDA STATUTE Section 713.10, the interest of the Landlord in the
Premises as owner of the Premises shall not be subject to liens for improvements
made by the Tenant.

           B.     If any construction or other liens shall be filed against the
Premises or any improvements thereon by reason of or arising out of any labor or
material furnished or alleged to have been furnished or to be furnished to or
for the Tenant at the Premises or by reason of any charges, alterations, or
additions or costs or expenses thereof, or any contract relating thereto, the
Tenant shall within thirty (30) days after receipt of notice of the filing
thereof, either pay or bond the same or procure the discharge thereof in such
manner as may be provided by law. The Tenant at its sole cost and expense, shall
also defend on behalf of the Landlord any action, suit or proceedings which may
be brought for the enforcement of such lien or liens, and the Tenant shall pay
any damage and discharge any judgment entered thereon, and save harmless the
Landlord from any claim or damage resulting therefrom. If the Tenant shall fail
to cause such lien to be discharged within the period aforesaid, then, in
addition to other right or remedy, the Landlord may, but shall not be obligated
to, discharge the same either by paying the amount claimed to be due or by
procuring the discharge of such lien by deposit or by bonding proceedings. Any
amount so paid by the Landlord and all costs and expenses incurred by the
Landlord in connection therewith, together with the

                                      - 9 -
<Page>

interest thereon at four (4%) percent per annum over and above the "prime rate"
announced from time to time by THE WALL STREET JOURNAL as its "prime rate", from
the respective dates of the Landlord's making of the payment or incurring of the
cost and expense shall constitute additional rent payable by the Tenant under
this Ground Lease and shall be paid by the Tenant to the Landlord on demand.

                                   ARTICLE XI
                           LANDLORD'S RIGHT TO CONVEY

      11.01 CONVEYANCE OF FEE. The Landlord shall have the right at all times to
sell the Premises, subject to all the terms, covenants and conditions of this
Ground Lease. Upon the sale of the Premises, the Landlord shall be relieved from
the Landlord's obligations under this Ground Lease from and after the date such
sale is consummated.

      11.02 ATTORNMENT. No provision of this Ground Lease shall preclude
Landlord from placing Landlord's Liens on Landlord's interest in the Property or
amending such Landlord's Liens, provided that any grant of a Landlord's Lien by
Landlord shall encumber only Landlord's fee interest and shall not purport to
encumber Tenant's leasehold interest. So long as the Ground Lease is in full
force and effect, Tenant agrees, upon request of Landlord, to furnish to
Landlord a certificate in form reasonably satisfactory to Landlord and the
holder of any Landlord's Lien that confirms (i) Tenant is bound under all of the
terms and provisions of the Ground Lease; (ii) in the event the holder of any
Landlord's Lien or foreclosure purchaser (hereinafter, a "Fee Acquiring Party")
shall acquire fee title to the Premises, Tenant will attorn to the Fee Acquiring
Party; and (iii) there is no default of Landlord under the Ground Lease as of
the date prior to the date of certificate other than defaults stated with
specificity in the certificate. In such event, such Fee Acquiring Party shall be
entitled to all of the rights of Landlord under the Ground Lease as though the
interest of Landlord had not been terminated or such foreclosure proceedings had
not been instituted; Tenant shall have the same rights and remedies against the
Fee Acquiring Party that Tenant might have had under the Ground Lease against
Landlord if the Fee Acquiring Party had not succeeded to the interest of
Landlord, subject to the waiver of defaults not stated in the certificate
described above. Such attornment by the Tenant to the Fee Acquiring Party or any
successor thereof shall be effective and self-operative without the execution of
any further instruments by any party hereto; provided, however, that the Tenant
will, upon request execute a written agreement attorning to such Fee Acquiring
Party, affirming the Tenant's obligations under the Lease. In the event that the
Fee Acquiring Party succeeds to the interest of the Landlord under the Lease, or
title to the Premises, then such Fee Acquiring Party and any successor thereof
shall assume and be bound by the obligations of the Landlord under the Lease
which accrue from and after such party's succession to the Landlord's interest
in the Property, but such party shall not be: (i) liable for any act or omission
of any prior landlord (including the Landlord); (ii) liable for the retention,
application or return of any security deposit to the extent not paid over to
such party; (iii) subject to any offsets or defenses which the Tenant might have
against any prior landlord (including the Landlord); (iv) bound by any rent or
additional rent which the Tenant might have paid for more than the current month
to any prior landlord (including the Landlord); (v) bound by any amendment or
modification of the Lease made without such party's prior written consent; or
(vi) obligated to cure any defaults of any prior landlord under the Lease which
occurred prior to the date on which such party succeeded to the Landlord's
interest under the Lease. Nothing in this section shall be deemed to waive any
of the Tenant's rights and remedies against any prior landlord.

      11.03 TENANT'S CERTIFICATES. The Tenant agrees that it will, within thirty
(30) days after request therefor, sign estoppel letters indicating the then
standing of the Ground Lease.

      11.04 LANDLORD'S ASSIGNMENT. The Landlord may assign the Landlord's
interest in this Ground Lease, together with the rents, issues and profits due
and to become due thereunder, and the Tenant upon receipt of notice of such
assignment, will attorn to such assignee.

                                   ARTICLE XII
                                     DEFAULT

      12.01 DEFAULT BY THE TENANT. The occurrence of any of the following shall
constitute a default ("Default" or "Event of Default") under this Ground Lease:

                                     - 10 -
<Page>

            A.    The Tenant's failure to pay Rent or ad valorem taxes
attributable to the Property when due where such failure continues for a period
of ten (10) days after the Tenant receives written notice thereof from the
Landlord;

            B.    The Tenant's failure to pay any other sum covenanted to be
paid by the Tenant hereunder other than Rent or ad valorem taxes attributable to
the Property within thirty (30) calendar days after receipt by the Tenant of
written notice of such non-payment from the Landlord;

            C.    The Tenant's failure to perform or comply with any of the
other terms, provisions and covenants of this Ground Lease within forty-eight
(48) hours if the failure to perform or comply causes an emergency situation or
that which constitutes a nuisance or public health hazard or violation, or
otherwise within thirty (30) calendar days after receipt by the Tenant of
written notice of such non-performance from the Landlord; or as to any
non-performance not curable by reasonable effort within the thirty (30) calendar
day period, failure to institute appropriate action to cure such non-performance
within the thirty (30) calendar day period and thereafter to prosecute such
action with due diligence and continuity; or

            D.    A general assignment for the benefit of the Tenant's creditors
or the filing of a voluntary petition by the Tenant in bankruptcy, or the entry
of a decree involuntarily adjudicating the Tenant a bankrupt (and such
involuntary decree is not dissolved within sixty [60] days), or an admission by
the Tenant in writing of its insolvency or inability to pay its debts; or if the
leasehold interest under this Ground Lease be taken by operation of law.

      12.02 LANDLORD'S RIGHTS UPON DEFAULT.

            A.    Upon a Default the Landlord may, at its option, and in
addition to such other rights and remedies as the Landlord may have at law or in
equity, at any time after such occurrence:

                  (i)   terminate this Ground Lease by written notice to the
Tenant, whereupon this Ground Lease shall end, provided that such termination of
this Ground Lease shall not relieve the Tenant of its liabilities and
obligations under this Ground Lease; or

                  (ii)  elect to declare the entire Net Minimum Rent for the
balance of the term immediately due and payable in which event Tenant shall be
liable for the difference between the present value of all such Net Minimum Rent
less the present value of the fair rental value of the Premises for the balance
of the term, all reduced to present value at the rate of twelve (12%) percent
per annum; or

                  (iii) as the Tenant's agent, without terminating this Ground
Lease, enter upon and rent the Premises at the best price obtainable by
reasonable effort, with or without advertisement, and by private negotiation,
for any term the Landlord deems proper; and the Tenant shall remain liable to
the Landlord for the deficiency, if any, between the rental and other sums
payable by the Tenant hereunder and the rent obtained by the Landlord on
reletting, after deducting any attorneys' fees, commissions and other expenses
paid by the Landlord with respect to such reletting. The Landlord shall in no
way be responsible or liable for any failure to relet the Premises or any part
thereof or for any failure to collect any rent due upon such reletting; or

                  (iv)  to re-enter and remove all persons and property from the
Premises in accordance with Florida law, and such property may be removed and
disposed of or stored in a public warehouse or elsewhere at the cost of and for
the account of the Tenant, and without being deemed guilty of trespass, or
becoming liable for any loss or damage which may be occasioned thereby.
Notwithstanding anything to the contrary contained in this Ground Lease, the
Landlord shall not re-enter or retake possession of the Premises except pursuant
to all lawful process. Any valuables, personalty or other property of the
Tenant's clients, customers or beneficiaries who have subtenant rights pursuant
to Section 9.02 above shall not be deemed to be the property of the Tenant under
the Ground Lease, and the Landlord shall have no claims, rights, liens or
interests therein.

            B.    Notwithstanding the foregoing, no termination of this Ground
Lease or summary proceedings, abandonment or vacancy shall relieve the Tenant of
its liability and obligation under this Ground Lease, whether or not the
Premises shall be relet. Nothing contained herein shall

                                     - 11 -
<Page>

limit the Landlord's right to exercise any or all other rights or remedies
available at law or in equity, including, without limitation, the right to
restraining orders, injunctions, decrees of specific performance, and to have a
receiver appointed to take possession of the Premises. No delay or omission of
the Landlord to exercise any right, power or remedy arising from any omission,
neglect or default of the Tenant shall impair any such right, power or remedy or
be construed as a waiver of any such default or any acquiescence therein.

                                  ARTICLE XIII
                         QUIET ENJOYMENT AND POSSESSION

      13.01 COVENANT OF QUIET ENJOYMENT. Conditioned upon the Tenant paying all
Rent required to be paid by the Tenant and the Tenant's performance of all
covenants required under the terms of this Ground Lease, the Tenant shall
lawfully, peaceably and quietly hold, occupy and enjoy the Premises during the
Term, without hindrance, ejection or molestation.

      13.02 POSSESSION. The Tenant shall be entitled to possession of the
Premises on the date hereof.

                                   ARTICLE XIV
                    RIGHTS OF HOLDERS OF LEASEHOLD MORTGAGES

      14.01 RIGHT TO ENCUMBER. Nothing in this Ground Lease shall restrict
Tenant from encumbering, and Tenant shall have the right to encumber all of
Tenant's leasehold interest under this Ground Lease and all of Tenant's interest
in the Premises and the improvements, furnishings, furniture, equipment,
fixtures and personal property thereon, from time to time by one (but not more
than once at any one time) leasehold mortgage, deed of trust, deed to secure
debt or other appropriate instrument (each being hereinafter referred to as a
"Leasehold Mortgage") in favor of a Lienholder.

      14.02 LIENHOLDER DEFINED. As used in this Ground Lease, the term
"Lienholder" shall mean the institutional lender, including, without limitation,
a federal or state chartered bank, life insurance company, pension plan, REIT,
savings and loan association, similar institution or any other individual or any
entity, which is now or in the future the holder and owner of the debt secured
by a Leasehold Mortgage.

      14.03 CONSENT OF LIENHOLDER. EXCEPTING FOR UNCURED DEFAULTS OF LESSEE,
THIS GROUND LEASE MAY NOT BE TERMINATED, SURRENDERED OR AMENDED NOR MAY ANY
PROVISIONS HEREOF BE WAIVED OR DEFERRED BY THE LANDLORD OR THE TENANT, WITHOUT
(i) THE PRIOR WRITTEN CONSENT OF ANY LIENHOLDER REQUESTING NOTICE; OR (ii)
OTHERWISE COMPLYING WITH THE TERMS AND PROVISIONS OF THIS ARTICLE XIV.

      14.04 NOTICE TO LIENHOLDER. AFTER THE EXECUTION OF THIS GROUND LEASE, THE
LANDLORD AGREES TO SEND TO ANY LIENHOLDER A COPY OF ALL NOTICES SENT BY THE
LANDLORD TO THE TENANT OR RECEIVED BY THE LANDLORD FROM THE TENANT AFFECTING OR
PERTAINING TO THE PREMISES. NO NOTICE FROM THE LANDLORD TO THE TENANT SHALL BE
EFFECTIVE UNLESS AND UNTIL A COPY HAS BEEN ACTUALLY RECEIVED BY THE LIENHOLDER.
HOWEVER, THE LANDLORD SHALL HAVE NO DUTY TO SEND A COPY OF ANY NOTICE TO OR TO
SEEK ANY APPROVAL OF ANY LIENHOLDER WHO DOES NOT BY WRITTEN NOTICE TO THE
LANDLORD REQUEST SUCH NOTICE AND SPECIFY THE ADDRESS TO WHICH COPIES OF SAME ARE
TO BE SENT PURSUANT TO THIS SECTION 14.04. ANY LIENHOLDER'S ADDRESS FOR RECEIPT
OF NOTICE MAY BE CHANGED BY WRITTEN NOTICE TO THE LANDLORD.

      14.05 TERMINATION AND OTHER REMEDIES. Notwithstanding anything to the
contrary in this Ground Lease, the Landlord may terminate this Ground Lease
or exercise any other remedies available to the Landlord hereunder and at law
and in equity because of a default hereunder only after the Landlord has sent
to the Lienholder a written notice simultaneously with the notice of such
default delivered to the Tenant pursuant to the terms hereof (or upon the
occurrence of such default, if the Tenant is not entitled to receive notice
thereof hereunder), specifying such default (provided, however, in the event
of an emergency the Landlord may exercise self-help to cure a non-monetary
default by the Tenant), and

                                     - 12 -
<Page>

            A.    if such default is a failure by the Tenant to pay any monies
to the Landlord or to any other party as required hereunder, such Lienholder
fails to cure such default within twenty (20) days after the expiration of the
Tenant's cure period; or

            B.    if such default is an act or omission other than the Tenant's
failure to pay monies to the Landlord or to any other party as required
hereunder, the Lienholder fails to commence within sixty (60) days after the
expiration of the Tenant's cure period the work of curing such default and
proceeds diligently and in good faith to cure the default until completion. In
the event such default is not susceptible to being cured by the Lienholder
without the Lienholder obtaining possession of the Premises or title to the
Tenant's leasehold estate created hereby, a Lienholder commencing within sixty
(60) days after the expiration of the Tenant's cure period and thereafter,
subject to unavoidable delays caused by bankruptcy or similar proceedings,
pursuing to completion proceedings to obtain possession and/or to foreclose the
Leasehold Mortgage held by the Lienholder, or diligently proceeding to obtain
title to the Tenant's leasehold estate created hereby by deed or assignment in
lieu of foreclosure, shall be deemed to satisfy the foregoing requirement that
the Lienholder commence and carry to completion the curing of such default;
provided that the Lienholder shall commence within thirty (30) days after
obtaining such possession or such title the curing of such default and proceed
diligently and in good faith to cure the default until completion.

      14.06 RIGHTS TO CURE. A Lienholder shall have the right, but not the
obligation, to cure any default under this Ground Lease, and the Landlord shall
accept such performance by or at the instance of any Lienholder as if the same
had been made by the Tenant. Provided, however, if a default under this Ground
Lease places the interest of the Landlord at risk (i.e., such a default is an
emergency, an environmental violation or other violation of law) the Landlord
can proceed at any time after the expiration of Tenant's time to commence to
cure such default if the Tenant has not cured or commenced to cure such default,
to commence to cure such default at Tenant's expense.

      14.07 NEW LEASE. If this Ground Lease shall terminate prior to the
expiration of the Term for any reason whatsoever, including, but not limited to,
operation of law or the rejection of this Ground Lease by any trustee of the
Tenant in any bankruptcy, reorganization, arrangement or similar proceeding, the
Landlord shall give prompt notice thereof to the Lienholder and shall enter into
a new lease (the "New Lease") in recordable form with any Lienholder who demands
such New Lease within sixty (60) days after the termination of the Ground Lease
and who executes and delivers a New Lease to the Landlord and pays to the
Landlord all sums due to the Landlord pursuant to the terms of Subsection
14.07(b) hereof. The New Lease shall have the same priority as this Ground Lease
and shall contain the same terms and provisions as contained herein, including
but not limited to the same provisions and rights in favor of and for the
benefit of any Lienholder as are contained in this Ground Lease and the right to
obtain an additional new lease in the event of the termination of said New
Lease, and the right to receive notices of default, and to cure the same, in the
same manner as provided in this Ground Lease. The following terms, provisions
and covenant shall apply to the New Lease:

            A.    the party executing the New Lease as the tenant thereunder
shall have the right to assign or transfer the New Lease to any person or entity
without the Landlord's consent so long as the New Lease is in good standing and
current in obligations owed to the Landlord. Such right to obtain a New Lease
shall only be available to a Lienholder who requests such New Lease.
Notwithstanding the foregoing, any party who is assigning the New Lease and the
estate created thereby shall provide to the Landlord notice of assignment and
shall cause to be executed and delivered in a form reasonably acceptable to the
Landlord an assumption agreement from the assignee pursuant to which said
assignee assumes the duties, obligations, covenants, conditions and restrictions
of the New Lease. Upon such assignment and assumption by the assignee, the
assignor shall be released of all liability under the New Lease, and, upon
request of the assignor, the Landlord shall execute and deliver to the assignor
a release agreement in a form reasonably acceptable to the assignor evidencing
such release of the assignor from any liability under the New Lease;

            B.    the New Lease shall be effective as of the date of termination
of this Ground Lease (the "New Lease Effective Date"), and shall be effective
for the remainder of the Term at the rent and upon all of the terms and
provisions hereof. Upon the execution of a New Lease, the tenant thereunder
shall pay to the Landlord, subject to the adjustments required below, any and
all rent and all other sums payable to the Landlord by such tenant pursuant to
the New Lease which accrued

                                     - 13 -
<Page>

during the period from the New Lease Effective Date to the date of execution and
delivery of the New Lease (the "New Lease Execution Date") plus any sums due
hereunder by the Tenant prior to the New Lease Effective Date, less the net
amount of all sums received by the Landlord from any subtenant in occupancy of
any part or parts of the buildings or improvements built on the Property up to
the New Lease Execution Date;

            C.    subject to the terms of the second sentence of this Subsection
14.07(c), the party executing the New Lease as the tenant thereunder shall cure
any non-monetary defaults under this Ground Lease within thirty (30) days after
the later of: (i) taking possession of the Premises; and (ii) receipt of notice
from the Landlord of all non-monetary defaults. In the event that any such
non-monetary defaults cannot reasonably be cured within thirty (30) days, such
tenant shall commence to cure such non-monetary defaults within such thirty (30)
day period and diligently and in good faith continue to cure such non-monetary
defaults until completion; and

            D.    following the termination of this Ground Lease and until any
Lienholder has failed within sixty (60) days thereafter to demand a New Lease,
the Landlord shall not alter or in any way demolish the improvements or any
other improvements on the Premises. The Landlord during the same period shall
not remove, replace or change any furniture, furnishings, fixtures or equipment
located on the Premises except as may be required by an emergency situation or
in the interest of public health and safety.

      14.08 SURVIVAL. The provisions of this Section 14.08 and Section 14.07
shall survive the termination, rejection or disaffirmance of this Ground Lease
and shall continue in full force and effect thereafter to the same extent as if
Sections 14.07 and 14.08 were a separate and independent contract made by the
Landlord, the Tenant and the Lienholder.

      14.09 SUBLEASES AND RENTS. After the termination of this Ground Lease and
during the period thereafter during which any Lienholder shall be entitled to
enter into a New Lease, the Landlord will not terminate any sublease or the
rights of the subtenant under such a sublease unless such subtenant shall be in
material default under such sublease. During such period the Landlord shall
receive all base rent and other payments due from subtenants as agent of the
Lienholder and shall deposit such rents and payments in a separate and
segregated account in trust for the Premises and the Tenant, but may withdraw
such sums, from time to time, to pay necessary operating expenses and carrying
charges of the Premises, and, upon the execution and delivery of a New Lease,
shall account to the tenant under the New Lease for the balance, if any, of the
base rent, additional rents and other payment made under said subleases, and
said tenant shall thereupon assign the base rent, additional rents and other
payments due under said subleases to any Lienholder of the New Lease in the same
manner as such rentals and other payments had been assigned to the Lienholder
under this Ground Lease. Landlord may engage a reputable management firm of its
choice to manage the Property and the reasonable expenses of such firm shall be
a proper operating expense of the Property.

      14.10 ASSIGNMENT. This Ground Lease may be assigned to any party without
the Landlord's consent as a result of foreclosure or as a result of a deed or
assignment in lieu of foreclosure. Any party who acquires title to this Ground
Lease at foreclosure or by deed or assignment in lieu of foreclosure shall be
able to assign this Ground Lease to any party without the Landlord's consent.
Notwithstanding the foregoing, any party who is assigning this Ground Lease (or
the assignee if the assignor does not do so) and the estate created hereby shall
provide to the Landlord notice of assignment and shall execute and deliver in a
form reasonably acceptable to the Landlord an assumption agreement from the
assignee pursuant to which said assignee assumes the duties, obligations,
covenants, conditions and restrictions of this Ground Lease. Provided that the
assignee: (i) has a net worth equal to or greater than Ten Million
($10,000,000.00) Dollars; and (ii) owns, owned, and/or developed at least Two
Hundred Fifty Thousand (250,000) leasable square feet of retail space and upon
such assignment and assumption by the assignee, the assignor shall be released
from all liability hereunder, and, upon request of the assignor, the Landlord
shall execute and deliver to the assignor a release agreement in a form
reasonably acceptable to the assignor evidencing such release of the assignor
evidencing such release of the assignor from any liability hereunder.

                                     - 14 -
<Page>

      14.11 OBLIGATIONS OF LIENHOLDER IN POSSESSION. The Lienholder shall not
have any personal liability for performance of the Tenant's obligations under
this Ground Lease unless and until the Lienholder acquires title to the Tenant's
leasehold interest or assumes possession of the Premises.

      14.12 DESIGNEES AND NOMINEES. All references in this Ground Lease to the
Lienholder shall be construed to also refer to any of the Lienholder's designee
or nominee.

      14.13 COOPERATION. The Landlord and the Tenant shall cooperate by
incorporating into this Ground Lease, by suitable amendment, from time to time,
any provision which may reasonably be requested by any proposed Lienholder for
the purpose of implementing the leasehold mortgagee protection provisions
contained in this Ground Lease and allowing the Lienholder reasonable means to
protect or preserve the lien of a Leasehold Mortgage upon the occurrence of a
default under the terms of this Ground Lease. The Landlord and the Tenant each
agree to execute and deliver (and to execute a short form memorandum, if
necessary, for recording purposes) any agreement reasonably necessary to effect
any such amendment; provided, however, that any such amendment shall not in any
way affect the Term or Rent or uses under this Ground Lease or otherwise, in any
material respect, adversely affect any rights of the Landlord under this Ground
Lease.

                                   ARTICLE XV
                                  MISCELLANEOUS

      15.01 NOTICES. Any notice, request, demand, approval, consent or other
communication which the Landlord or the Tenant or a Lienholder may be required
to give to the other party shall be in writing and shall either be hand
delivered or mailed certified or registered mail, return receipt requested, or
by overnight delivery to the other at the address specified on page one of this
Ground Lease, or to such other address, as either party shall have designated to
the other by notice given in the same manner. Instruments and notices will be
deemed delivered upon actual receipt if not mailed or if mailed upon deposit
into the U.S. Mails, in which case the time of delivery of such notice shall be
the date of mailing plus three (3) business days.

      15.02 ATTORNEY'S FEES. In any litigation or action brought by the Landlord
or the Tenant concerning this Ground Lease, including any petitions and
proceedings in bankruptcy and all appeals, the prevailing party shall be awarded
reasonable attorney's fees, costs and expenses, at all tribunal levels.

      15.03 NO WAIVER. No waiver by the Landlord or the Tenant of any breach of
any term, covenant or condition contained in this Ground Lease shall be deemed
to imply or constitute a waiver of such term, covenant or condition or of any
subsequent breach of the same or any other term, covenant or condition herein
contained. The subsequent acceptance of Rent or other amounts due hereunder by
the Landlord shall not be deemed to be a waiver of any preceding breach by the
Tenant or any successor in interest or any Lienholder of any term, covenant or
condition of this Ground Lease, other than the failure of the Tenant to pay the
particular amount so accepted, regardless of the Landlord's knowledge of such
preceding breach at the time of acceptance of such amount, and no such payment
by the Tenant of any rents due hereunder shall be deemed a waiver of any
preceding breach by the Landlord. No covenant, term or condition of this Ground
Lease shall be deemed to have been waived by the Landlord or the Tenant, unless
such waiver be in writing. The rights and remedies created by the Ground Lease
are cumulative, and are not intended to be exclusive. The use of one remedy
under this Ground Lease shall not be taken to exclude or waive the right or use
of another, and each party shall be entitled to pursue all remedies generally
available under the laws of the State of Florida.

      15.04 ENTIRE AGREEMENT. This Ground Lease contains the entire agreement
between the parties hereto, and no agreements not contained herein shall be
binding upon either party.

      15.05 SUCCESSORS AND ASSIGNS. This Ground Lease, and each and every
provision thereof, shall be binding upon and shall inure to the benefit of
Landlord, Tenant, any Lienholder and the respective successors and assigns of
Landlord, Tenant and any Lienholder.

                                     - 15 -
<Page>

      15.06 SEVERABILITY. If any provision of this Ground Lease is held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity or enforceability of any other provision hereof.

      15.07 MODIFICATION. No change or modification of this Ground Lease shall
be valid or binding upon the parties hereto unless such change or modification
shall be in writing and signed by the party against whom the same is sought to
be enforced.

      15.08 CONSTRUCTION. All provisions hereof are to be construed as covenants
and agreements as though the words importing such covenants and agreements were
used in each section hereof. The necessary grammatical changes required to make
the provisions of this Ground Lease apply in the plural sense where there is
more than one landlord or tenant and to either corporations, associations,
partnerships or individuals, males or females, shall in all instances be assumed
as though in each case fully expressed. This Ground Lease has been the subject
of extensive negotiations between the parties, and the interpretation hereof
shall not be based upon any party's being the draftsman hereof.

      15.09 SHORT FORM. The Landlord and the Tenant shall, execute and deliver
a short form of this Ground Lease for recording purposes in the form attached
hereto as Exhibit "E". Each party shall, on the request of the other, on
termination of this Ground Lease for any reason, execute and deliver a document
in recordable form for the purpose of evidencing such termination date. The
Tenant will indemnify and save harmless the Landlord against and from all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including reasonable attorney's fees, which may be imposed upon or
incurred by or asserted against the Landlord by reason of any tax or other
expense attributable to the execution, delivery or recording of this Ground
Lease or any modification hereof. In case any action or proceeding is brought
against the Landlord by reason of such claim, the Tenant upon written notice
from the Landlord, will at the Tenant's expense, resist or defend such action or
proceeding by counsel approved by the Landlord in writing, such approval not to
be unreasonably withheld.

      15.10 BROKERAGE. The Landlord and the Tenant covenant, represent and
warrant each to the other that no broker brought about this Ground Lease, nor is
any broker entitled to any fee, commission or compensation in connection
herewith. The Landlord and the Tenant shall indemnify and hold each other
harmless against any and all claims, losses, liabilities and expenses which may
be asserted against the other by any other broker, or person on the basis of any
arrangements or agreements made or alleged to have been made by or on behalf of
the indemnifying party in respect to this Ground Lease.

      15.11 APPLICABLE LAW. This Ground Lease shall be governed by and construed
in accordance with the laws of the State of Florida and proper venue for any
proceeding hereunder shall be Miami-Dade County.

      15.12 LANDLORD'S LIEN AND SECURITY INTEREST. The Landlord subordinates its
statutory landlord's lien rights with respect to the personal property,
merchandise, inventory and trade fixtures of the Tenant brought onto the
Premises and waives its statutory landlord's lien rights to the personal
property, merchandise, inventory and trade fixtures of the tenants/subtenants of
the Tenant brought onto the Premises. Further, the Landlord acknowledges this
Ground Lease does not create a security interest for the use and benefit of the
Landlord in and to the personal property, equipment, inventory or fixtures of
the Tenant or tenant/subtenants of the Tenant. However, the Landlord does claim
and possess a Security Interest as evidenced by financing statement(s) in the
Tenant's subtenant leases which shall be subordinate and inferior to any
Security Interest of any Lienholder.

      15.13 CAPTIONS. The captions of this Ground Lease are for convenience of
reference only and in no way define, limit or describe the scope or intent of
this Ground Lease.

      15.14 FACILITATION. Each party agrees to perform such further acts and to
execute and deliver such further documents as may be reasonably necessary to
carry out the provisions of this Ground Lease and are consistent therewith.

      15.15 RADON GAS. Radon is a naturally occurring radioactive gas that, when
it has accumulated in a building in sufficient quantities, may present health
risks to persons who are

                                     - 16 -
<Page>

exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit.

      15.16 FORCE MAJEURE. In the event that either party to this Ground Lease
shall be delayed or hindered in, or prevented from, the performance of any act
required hereunder by reason of strikes, lock-outs, labor troubles, inability to
procure materials, failure of power, restrictive governmental laws or
regulations, riots, insurrection, war or other reason of a like nature which is
not the fault of the party so delayed in performing acts required under the
terms of the Ground Lease, then performance of such act shall be excused for the
period of the delay, and the period for the performance of any such delayed act
shall be extended for a period equivalent to the period of such delay. Provided,
however, such force majeure shall not delay the payment of Net Minimum Rent by
the Tenant to the Landlord for a cumulative period greater than ninety (90)
days.

      15.17 ACCORD AND SATISFACTION. No payment by the Tenant or receipt by the
Landlord of a lesser amount than the Rent herein stipulated shall be deemed to
be other than on account of the earliest stipulated Rent, nor shall any
endorsement or statement on any check or any letter be deemed an accord and
satisfaction, and the Landlord may accept such check or payment without
prejudice to the Landlord's right to recover the balance of such Rent or pursue
any other remedies in this Ground Lease provided.

      15.18 WAIVER OF JURY TRIAL AND COUNTERCLAIMS. The Landlord and the Tenant
each waive trial by jury in connection with proceedings or counterclaims brought
by either of the parties against the other. In the event of suit by the Landlord
to collect rent, the Tenant shall not interpose any counterclaim in such
proceeding, provided, however, the Tenant may interpose a compulsory
counterclaim in such suit.

      15.19 HOLDING OVER. This Ground Lease shall automatically terminate and be
of no further force or effect upon the expiration of the Term, and any holding
over by the Tenant after such expiration shall not constitute a renewal hereof
or provide the Tenant with any rights hereunder except that the Tenant shall be
deemed to be in possession of the Premises on a month-to-month tenancy
commencing on the first day following the expiration of this Ground Lease and a
tenant at sufferance of the Landlord. Any such tenancy shall be subject to the
terms and conditions herein contained except that the monthly Rent shall be
equal to one hundred fifty (150%) percent of the monthly Rent as of the date of
expiration of the Term and said tenancy may be terminated at any time upon
thirty (30) days' written notice by the Landlord to the Tenant or by the Tenant
to the Landlord. If the Tenant fails to surrender the Premises upon expiration
of this Ground Lease, despite demand to do so by the Landlord, the Tenant shall
indemnify and hold harmless the Landlord from any and all loss or liability as a
result thereof. The acceptance of Rent under the provisions of this Section
15.19 shall not, however, be construed as a waiver by the Landlord of any rights
of reentry as provided by law or as set forth in this Ground Lease, or any
renewal hereof. The Tenant shall indemnify and save harmless the Landlord and
its employees and agents from and against any and all liabilities or loss in
connection with, wholly or in part, the Tenant's holding over.

      15.20 CAPTIONS. The headings of the several articles and sections
contained herein are for convenience of reference only and do not define, limit
or construe the contents of such articles and sections.

      15.21 NOT A PARTNERSHIP. Nothing herein contained shall be construed as
creating a partnership, joint venture or any other relationship between the
Landlord and the Tenant, other than that of landlord and tenant.

      15.22 NON-HOMESTEAD PROPERTY. The Landlord represents, warrants and
covenants to the Tenant that the Landlord has full capacity and authority to
execute and deliver this Ground Lease and to consummate the transactions
contemplated in this Ground Lease, and the Property does not and has never
constituted the residence or homestead of the Landlord nor is contiguous or
adjacent to the residence or the homestead of the Landlord.

      15.23 EXCULPATION. The Tenant agrees that it shall look solely to the
estate and property of the Landlord in the land and buildings comprising the
Premises for the collection of any judgment

                                     - 17 -
<Page>

(or any other judicial process) requiring the payment of money by the Landlord
in the event of any default or breach by the Landlord with respect to any of the
terms, covenants and conditions of this Ground Lease to be observed and
performed by the Landlord, and no other property or estate of the Landlord, or
any partners of the Landlord, shall be subject to levy, execution or other
enforcement procedures for the satisfaction of the Tenant's remedies. Similarly,
the Landlord agrees that it shall look solely to the estate and property of the
Tenant in the buildings comprising the Premises and the rents therefrom for the
collection of any judgment (or any other judicial process) requiring the payment
of money by the Tenant in the event of any default or breach by the Tenant with
respect to any of the terms, covenants and conditions of this Ground Lease to be
observed and performed by the Tenant, and no other property or estate of the
Tenant, or any partners of the Tenant, shall be subject to levy, execution or
other enforcement procedures for the satisfaction of the Landlord's remedies.

                                   ARTICLE XVI
                 LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

      16.01 TENANT'S FAILURE TO PAY. If the Tenant shall at any time fail to pay
any tax or assessment in accordance with the provisions of this Ground Lease, or
to pay for or maintain any of the insurance policies provided for in this Ground
Lease, or to make any other payment or perform any other act on its part to be
made or performed under this Ground Lease, then after thirty (30) days' written
notice to the Tenant (or, in case of any emergency on such notice, as may be
reasonable under the circumstances) and without waiving or releasing the Tenant
from any obligation of the Tenant hereunder, the Landlord may (but shall not be
required to):

            A.    pay any tax or assessment payable by the Tenant pursuant to
the provisions of this Ground Lease; or

            B.    pay for and maintain any of the insurance policies provided
for in this Ground Lease; or

            C.    make any other payment or perform any other act on the
Tenant's part to be made or performed as in this Ground Lease provided; and

            D.    enter upon the Premises for that purpose and take all such
action thereon as may be necessary therefor.

      16.02 REIMBURSEMENT OF THE LANDLORD. All sums paid by the Landlord and all
costs and expenses incurred by the Landlord in connection with the performance
of any such act (together with interest thereon at four (4%) percent per annum
over and above the "prime rate" announced from time to time by THE WALL STREET
JOURNAL as its "prime rate", from the respective dates of the Landlord's making
of each such payment or incurring of each such cost and expense) shall
constitute Additional Rent payable by the Tenant on demand under this Ground
Lease.

                                  ARTICLE XVII
                          ENTRY ON PROPERTY BY LANDLORD

      Except in the case of an emergency, where only reasonable notice under the
circumstances shall be required, the Tenant will permit the Landlord and its
authorized representative(s) to enter the Premises, including any buildings
built on the Property after reasonable, written notice, during normal business
hours for the purpose of: (1) inspecting the buildings and Premises; and (2)
making any necessary repairs thereto and performing any other work therein that
may be necessary by reason of the Tenant's failure to make any such repairs or
perform any such work or to commence the same within thirty (30) days after
written notice from the Landlord. Nothing herein shall imply any duty or legal
obligation on the part of the Landlord to do any such work, and the performance
of such work by the Landlord shall not constitute a waiver of the Tenant's
default in failing to perform the same. The Landlord may, during the progress of
any such work, keep and store therein or elsewhere, all necessary materials,
tools, supplies and equipment. The Landlord shall not be liable for
inconvenience, annoyance, disturbance, loss of business or other damage of the
Tenant or any subtenant by reason of making such repairs or the performance of
any such work, or on account of

                                     - 18 -
<Page>

bringing materials, tools, supplies and equipment into or through the Premises
during the course thereof and the obligation of the Tenant under this Ground
Lease shall not be affected thereby.

                                  ARTICLE XVIII
                                   STATEMENTS

      At any time and from time to time, either party, on at least twenty (20)
days' prior written request by the other party, will deliver to the party making
such request a statement in writing certifying that this Ground Lease is
unmodified and in full force and effect (or if there shall have been
modifications that the same is in full force and effect as modified and stating
the modifications) and the dates to which the rent and other charges have been
paid and stating whether or not, to the best knowledge of the party executing
such certificate, the party requesting such statement is in default in
performance of any covenant, agreement or condition contained in this Ground
Lease, and if so, specifying each such default of which the executing party may
have knowledge.

                                   ARTICLE XIX
                             RIGHT OF FIRST REFUSAL

      In the event the Landlord shall receive a BONA FIDE written offer from an
independent, unrelated third party to purchase the Property or a portion thereof
(hereinafter referred to as an "Offer") during the term of this Ground Lease,
and if the Landlord shall desire to accept the Offer, then, after accepting the
Offer, which will contain a provision notifying said third party purchaser of
the Tenant's right of first refusal hereunder, the Landlord shall deliver a
photocopy of such Offer to the Tenant. The Tenant shall then have twenty (20)
business days from the date of receipt of such offer within which to elect to
purchase the Property or the portion thereof that is subject to the Offer upon
the same terms and conditions as those contained in the Offer except that the
closing date for the Tenant will be extended for a period equal to the number of
days between the date the Landlord accepted said Offer and the date the Tenant
actually received a copy of said Offer. The Tenant shall exercise the right
granted to it hereunder by delivering written notice of its intent to purchase
the Property or the portion thereof that is subject to the Offer, to the
Landlord within the time period referred to above. In the event the Tenant shall
elect to exercise the right granted to it hereunder, the closing of the
transaction shall occur in accordance with the terms and conditions contained in
the Offer except as modified herein. In the event the Tenant shall not have
exercised the right granted to it hereunder in the manner and within the time
period provided for herein, the Landlord shall then be free to accept the Offer
and to sell the Property or the portion thereof that is subject to the Offer,
pursuant to the terms and conditions contained in the Offer and the Tenant shall
have no interest in or rights with respect to the Property or the portion
thereof that is subject to the Offer. The Landlord, in its sole and absolute
discretion, may at any time reject an Offer made to it, and any such rejection
shall fully and completely terminate the Tenant's rights hereunder with respect
to each such rejected Offer. If the Landlord accepts an Offer after the Tenant
has elected not to accept such Offer, and the transaction contemplated by such
Offer fails to close for any reason whatsoever, the Tenant's rights hereunder to
notice of subsequent Offers and to elect to purchase the Property or a portion
thereof shall remain in full force and effect.

                                   ARTICLE XX
                    INTERNATIONAL CORPORATE PARK DECLARATION

      Tenant's use of the Premises shall at all times be in compliance with the
Declaration of Protective Covenants and Restrictions for International Corporate
Park, executed by International Place Associates II, Ltd., dated June 25, 1995,
and recorded June 30, 1995, under Clerk's File No. 95R-259871, in Official
Records Book 16836, at Page 1248, of the Public Records of Miami-Dade County,
Florida, as amended from time to time, and the Design and Development Standards
described therein.

                                     - 19 -
<Page>

      IN WITNESS WHEREOF, the Landlord and the Tenant have executed this Ground
Lease and affixed their seals the day and year first above written.


WITNESSES:                     LANDLORD:

                               INTERNATIONAL PLACE ASSOCIATES III,
                               LTD., a Florida limited partnership

                               By: International Place Development II, Ltd., a
                                   Florida limited partnership, as sole general
                                   partner

                                   By: International Place Development II, Inc.,
                                       a Florida corporation, as sole general
                                       partner

/s/ Celia E. Morales                   By: /s/ Edward W. Easton
-----------------------                    -------------------------------------
/s/ [ILLEGIBLE]                            Edward W. Easton
-----------------------                    President


                               TENANT:

                               IPSC ASSOCIATES, L.L.C., a Florida limited
                               liability company

                               By: IPSC Associates, Ltd., a Florida limited
                                   partnership, Manager

                                   By: Newcaster Devcorp, Inc., a Florida
                                       corporation, its general partner

/s/ Celia E. Morales                   By: /s/ W. Douglas Pitts
-----------------------                    -------------------------------------
/s/ [ILLEGIBLE]                            W. Douglas Pitts
-----------------------                    President

                                     - 20 -
<Page>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION


All of Lot 1 and the West 130.74 feet of Lot 2, of Block 5, of INTERNATIONAL
CORPORATE PARK SECTION 3, according to the Plat thereof, as recorded in Plat
Book 149, at Page 93, of the Public Records of Miami-Dade County, Florida.


Tax Folio Numbers:
30-3032-022-0050
30-3032-022-0060


Exhibit "A"

<Page>

                           EXHIBIT "B" TO GROUND LEASE

                            APPROVED TITLE EXCEPTIONS


Landlord and Tenant will agree upon the Approved Title Exceptions prior to the
expiration of the time in which Tenant has to object to Landlord's title set
forth in Section 1.03 of the Lease.


Exhibit "B" to Ground Lease

<Page>

                           EXHIBIT "C" TO GROUND LEASE

                            CONTRACTS AND AGREEMENTS


                                      NONE


Exhibit "C" to Ground Lease

<Page>

                           EXHIBIT "D" TO GROUND LEASE

                                NET MINIMUM RENT

<Table>
<Caption>
LEASE YEAR                        YEARLY                 MONTHLY
----------                        ------                 -------
  <S>                       <C>                     <C>
    1                       $      333,333.32          See note below
   2-5                      $      400,000.00       $       33,333.33
   6-10                     $      450,000.00       $       37,500.00
   7-15                     $      506,250.00       $       42,187.50
  16-20                     $      569,531.25       $       47,460.94
  21-25                     $      640,722.66       $       53,393.56
  26-30                     $      720,812.99       $       60,067.75
  31-35                     $      810,914.61       $       67,576.22
  36-40                     $      912,278.94       $       76,023.25
  41-45                     $    1,026,313.81       $       85,526.15
  46-50                     $    1,154,603.04       $       96,216.92
  51-55                     $    1,298,928.42       $      108,244.04
  56-60                     $    1,461,294.47       $      121,774.54
  61-65                     $    1,643,956.28       $      136,996.36
</Table>

During the First Lease Year, the Net Minimum Rent will be paid as follows:

<Table>
<Caption>
MONTHS                       MONTHLY AMOUNT
------                       --------------
   <S>                        <C>
   1-4                        $       16,666.67
   5-12                       $       33,333.33
</Table>

Exhibit "D" to Ground Lease

<Page>

                           EXHIBIT "E" TO GROUND LEASE

                               MEMORANDUM OF LEASE

     THIS MEMORANDUM OF LEASE, dated as of the________day of___________, by and
between________________(hereinafter referred to as the "Landlord"), having an
address at______________________________, Florida ________, and
____________________, a Florida_________________________(hereinafter referred
to as the "Tenant"), having an address at 701 Brickell Avenue, Suite 1400,
Miami, Florida 33131-2822.

                              W I T N E S S E T H:

     1.   The Landlord is the owner of the premises described on Exhibit "A",
attached hereto and by this reference made a part hereof (hereinafter referred
to as the "Premises").

     2.   The Landlord and the Tenant entered into a Ground Lease (hereinafter
referred to as the "Lease"), dated ___________, wherein the Landlord leased to
the Tenant, and the Tenant leased from the Landlord the Premises for a term
commencing on ____________, and ending _________________.

     3.   In accordance with the provisions of 713.10, Florida Statutes 2001,
the parties hereto intend and agree that the interest of the Landlord shall not
be subject to any liens or claims asserted against the Premises or any portion
thereof in connection with any improvements made to the Premises by the Tenant
or anyone claiming by, through or under the Tenant or as a result of the
Tenant's use of the Premises.

     4.   This memorandum of Lease is executed pursuant to the terms of the
Lease and is not intended to vary the terms and conditions thereof.

     IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed and sealed as of the day and year first above written.


WITNESSES:                     LANDLORD:

                               INTERNATIONAL PLACE ASSOCIATES III,
                               LTD., a Florida limited partnership

                               By: International Place Development II, Ltd., a
                                   Florida Limited partnership, as sole general
                                   partner

                                   By: International Place Development II, Inc.,
                                       a Florida corporation, as sole general
                                       partner

                                       By:
---------------------                      -------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------

---------------------

Exhibit "E" to Ground Lease - 1

<Page>

                               TENANT:

                               IPSC ASSOCIATES, L.L.C., a Florida limited
                               liability company

                               By: IPSC Associates, Ltd., a Florida limited
                                   Partnership, Manager


                                   By: Newcaster Devcorp, Inc., a Florida
                                       corporation, its general partner

                                       By:
---------------------                      -------------------------------------
                                           W. Douglas Pitts
                                           President
---------------------


STATE OF FLORIDA      )
                      ) SS:
COUNTY OF MIAMI-DADE  )

     BEFORE ME, the undersigned authority, personally appeared_________________,
as________________________, known to me to be the individual described herein
and did certify and swear to me that he/she executed freely and voluntarily the
foregoing Memorandum of Lease for the purposes therein expressed. He/she is
personally known to me.

     WITNESS my hand and official seal at Miami, Miami-Dade County, Florida,
this_______day of________, 2002


                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Notary Public, State of Florida

My Commission Expires:


STATE OF FLORIDA      )
                      ) SS:
COUNTY OF MIAMI-DADE  )

     BEFORE ME, the undersigned authority, personally appeared W. Douglas Pitts,
as President of Newcaster Devcorp, Inc., a Florida corporation, the general
partner of____________________Associates, Ltd., a Florida limited partnership,
known to me to be the individual described herein and did certify and swear to
me that he executed freely and voluntarily the foregoing Memorandum of Lease for
the purposes therein expressed on behalf of said corporation, on behalf of said
limited partnership. He is personally known to me.

     WITNESS my hand and official seal at Miami, Miami-Dade County, Florida,
this_______day of________________, 2002


                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Notary Public, State of Florida

My Commission Expires:


Exhibit "E" to Ground Lease - 2